Transaction Overview

PB Financial Corporation (OTCQX: PBNC – “PB Financial”), the holding company for Providence Bank (“Providence”), and Coastal Bank & Trust (“Coastal”) jointly announce the signing of a definitive strategic merger agreement. In the 75% stock and 25% cash transaction, Coastal will merge into Providence, expanding PB Financial to approximately $1.1 billion in assets, $874 million in loans, and $893 million in deposits based on publicly reported consolidated financial information as of June 30, 2023.

Coastal shareholders may elect to receive either $10.00 in cash or 0.2222 shares of PB Financial common stock for each share of Coastal common stock that is exchanged in the merger, subject to a proration if either election is oversubscribed. The aggregate combined stock and cash merger consideration Coastal shareholders will receive in the merger is valued at approximately $25.8 million. The merger agreement was unanimously approved by the Boards of Directors for both companies, and the merger is expected to be completed in the second quarter of 2024, subject to required shareholder and regulatory approvals, and other customary closing conditions.

About PB Financial Corporation

PB Financial Corporation operates as the financial holding company for Providence Bank that provides commercial and retail banking products and services. The company has its branches in Nash, Edgecombe, Wake, and Wilson Counties of North Carolina. PB Financial Corporation was founded in 2006 and is based in Rocky Mount, North Carolina.

About Coastal Bank & Trust

Coastal Bank & Trust was founded in April of 2009 and is headquartered in Jacksonville, North Carolina. The bank offers financial products and services primarily focused on retail customers and small- to medium-sized businesses in Onslow and Carteret counties, as well as surrounding areas. Coastal Bank & Trust has offices in Holly Ridge, Jacksonville, Morehead City, and Richlands, North Carolina, as well as a loan production office in New Bern, North Carolina.